Common use of Privileged Matters Clause in Contracts

Privileged Matters. (a) The Parties agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to each such Party or its subsidiaries or VIEs including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information (as defined below) of E-House, E-House shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of E-House that could result in any waiver of any Privilege that could be asserted by E-House or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of Leju, Leju shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of Leju that could result in any waiver of any Privilege that could be asserted by Leju or any of its subsidiaries or VIEs under applicable law and this Agreement.

Appears in 3 contracts

Samples: Master Transaction Agreement (Leju Holdings LTD), Master Transaction Agreement (Leju Holdings LTD), Master Transaction Agreement (E-House (China) Holdings LTD)

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Privileged Matters. (a) The Parties agree that their respective rights and obligations of the Parties to maintain, preserve, assert or waive any or all privileges belonging to each such either Party or its subsidiaries Subsidiaries with respect to the Red Lion Business or VIEs the Non-Red Lion Business, including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall will be governed by the provisions of this Section 4.64.3. With respect to Privileged Information (as defined below) of E-HouseNavy, E-House shall Navy will have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju shall Red Lion will not take no any action (nor or permit any member of its subsidiaries or VIEs Group to take action) without the prior written consent of E-House Navy that could result in any waiver of any Privilege that could be asserted by E-House Navy or any member of its subsidiaries or VIEs Group under applicable law Law and this Agreement. With respect to Privileged Information of LejuRed Lion arising after the Separation Time, Leju shall Red Lion will have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House shall Navy will take no action (nor permit any member of its subsidiaries or VIEs Group to take action) without the prior written consent of Leju Red Lion that could result in any waiver of any Privilege that could be asserted by Leju Red Lion or any member of its subsidiaries or VIEs Group under applicable law Law and this Agreement. The rights and obligations created by this Section 4.3 will apply to all Information as to which a Party or its respective Groups would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Red Lion Restructuring or the Recapitalization (“Privileged Information”).

Appears in 3 contracts

Samples: Separation Agreement (Nabors Industries LTD), Separation Agreement (C&J Energy Services, Inc.), Separation Agreement (C&J Energy Services, Inc.)

Privileged Matters. (a) The Parties agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to each such Party or its subsidiaries or VIEs including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information (as defined below) of E-HouseNetEase, E-House NetEase shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju Youdao shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of E-House NetEase that could result in any waiver of any Privilege that could be asserted by E-House NetEase or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of LejuYoudao, Leju Youdao shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House NetEase shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of Leju Youdao that could result in any waiver of any Privilege that could be asserted by Leju Youdao or any of its subsidiaries or VIEs under applicable law and this Agreement.

Appears in 3 contracts

Samples: Master Transaction Agreement (Youdao, Inc.), Master Transaction Agreement (Youdao, Inc.), Master Transaction Agreement (NetEase, Inc.)

Privileged Matters. (a) The Parties agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to each such Party or its subsidiaries or VIEs including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), ) shall be governed by the provisions of this Section 4.6. With respect to Privileged Information (as defined below) of E-HousePintec, E-House Pintec shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju Jimu shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of E-House Pintec that could result in any waiver of any Privilege that could be asserted by E-House Pintec or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of LejuJimu, Leju Jimu shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House Pintec shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of Leju Jimu that could result in any waiver of any Privilege that could be asserted by Leju Jimu or any of its subsidiaries or VIEs under applicable law and this Agreement.

Appears in 2 contracts

Samples: Master Transaction Agreement (Pintec Technology Holdings LTD), Master Transaction Agreement (Pintec Technology Holdings LTD)

Privileged Matters. (a) The Parties agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to each such Party or its subsidiaries or VIEs including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information (as defined below) of E-House, E-House shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju CRIC shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of E-House that could result in any waiver of any Privilege that could be asserted by E-House or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of LejuCRIC, Leju CRIC shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of Leju CRIC that could result in any waiver of any Privilege that could be asserted by Leju CRIC or any of its subsidiaries or VIEs under applicable law and this Agreement.

Appears in 2 contracts

Samples: Master Transaction Agreement (E-House (China) Holdings LTD), Master Transaction Agreement (China Real Estate Information Corp)

Privileged Matters. (a) The Parties agree that their respective rights and obligations of the Parties to maintain, preserve, assert or waive any or all privileges belonging to each such either Party or its subsidiaries Subsidiaries with respect to the Spinco Business or VIEs the Non-Spinco Business, including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall will be governed by the provisions of this Section 4.66.3. With respect to Privileged Information (as defined below) of E-HouseBurgundy, E-House shall Burgundy will have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju shall Spinco will not take no any action (nor or permit any member of its subsidiaries or VIEs Group to take action) without the prior written consent of E-House Burgundy that could result in any waiver of any Privilege that could be asserted by E-House Burgundy or any member of its subsidiaries or VIEs Group under applicable law Law and this Agreement. With respect to Privileged Information of LejuSpinco arising after the Business Transfer Time, Leju shall Spinco will have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House shall Burgundy will take no action (nor permit any member of its subsidiaries or VIEs Group to take action) without the prior written consent of Leju Spinco that could result in any waiver of any Privilege that could be asserted by Leju Spinco or any member of its subsidiaries or VIEs Group under applicable law Law and this Agreement. The rights and obligations created by this Section 6.3 will apply to all Information as to which a Party or its Group would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the Spinco Reorganization, the Recapitalization or the Distribution (“Privileged Information”).

Appears in 2 contracts

Samples: Separation Agreement (PPG Industries Inc), Separation Agreement (Georgia Gulf Corp /De/)

Privileged Matters. (a) The Parties agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to each such Party entity or its their respective subsidiaries or VIEs including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall be governed by the provisions of this Section 4.63.6. With respect to Privileged Information (as defined below) of E-HouseSohu, E-House Sohu shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju Changyou shall take no action (nor permit any of its respective subsidiaries or VIEs to take action) without the prior written consent of Sohu that could result in any waiver of any Privilege that could be asserted by Sohu or any of its subsidiaries or VIES under applicable law and this Agreement. With respect to Privileged Information of Changyou, Changyou shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Sohu shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of E-House Changyou that could result in any waiver of any Privilege that could be asserted by E-House or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of Leju, Leju shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of Leju that could result in any waiver of any Privilege that could be asserted by Leju Changyou or any of its subsidiaries or VIEs under applicable law and this Agreement.

Appears in 2 contracts

Samples: Master Transaction Agreement (Changyou.com LTD), Master Transaction Agreement (Sohu Com Inc)

Privileged Matters. (a) The Parties agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to each such Party or its subsidiaries or VIEs VIE(s) including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall be governed by the provisions of this Section 4.6. With respect to Privileged Information (as defined below) of E-HouseCreditEase, E-House CreditEase shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju Yirendai shall take no action (nor permit any of its subsidiaries or VIE to take action) without the prior written consent of CreditEase that could result in any waiver of any Privilege that could be asserted by CreditEase or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of Yirendai, Yirendai shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and CreditEase shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of E-House Yirendai that could result in any waiver of any Privilege that could be asserted by E-House Yirendai or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of Leju, Leju shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of Leju that could result in any waiver of any Privilege that could be asserted by Leju or any of its subsidiaries or VIEs VIE under applicable law and this Agreement.

Appears in 2 contracts

Samples: Master Transaction Agreement (Yirendai Ltd.), Master Transaction Agreement (Yirendai Ltd.)

Privileged Matters. (a) The Parties agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to each such Party or its subsidiaries or VIEs including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall be governed by the provisions of this Section 4.63.8. With respect to Privileged Information (as defined below) of E-HouseRenren, E-House Renren shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju Kaixin shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of E-House Renren that could result in any waiver of any Privilege that could be asserted by E-House Renren or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of LejuKaixin, Leju Kaixin shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House Renren shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of Leju Kaixin that could result in any waiver of any Privilege that could be asserted by Leju Kaixin or any of its subsidiaries or VIEs under applicable law and this Agreement.

Appears in 2 contracts

Samples: Master Transaction Agreement (Renren Inc.), Master Transaction Agreement (Kaixin Auto Holdings)

Privileged Matters. (a) The Parties agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to each such Party or its subsidiaries or VIEs VIE(s) including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall be governed by the provisions of this Section 4.64.7. With respect to Privileged Information (as defined below) of E-HouseSINA, E-House SINA shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju Weibo shall take no action (nor permit any of its subsidiaries or VIE(s) to take action) without the prior written consent of SINA that could result in any waiver of any Privilege that could be asserted by SINA or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of Weibo, Weibo shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and SINA shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of E-House Weibo that could result in any waiver of any Privilege that could be asserted by E-House Weibo or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of Leju, Leju shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of Leju that could result in any waiver of any Privilege that could be asserted by Leju or any of its subsidiaries or VIEs VIE under applicable law and this Agreement.

Appears in 2 contracts

Samples: Master Transaction Agreement (WEIBO Corp), Master Transaction Agreement (Sina Corp)

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Privileged Matters. (a) The Parties agree that their respective rights and obligations of the Parties to maintain, preserve, assert or waive any or all privileges belonging to each such either Party or its subsidiaries Subsidiaries with respect to the AVS Business or VIEs the Non-AVS Business, including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall will be governed by the provisions of this Section 4.64.08. With respect to Privileged Information (as defined below) of E-HouseSeller or its Affiliates, E-House shall Seller will have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju shall Acquiror will not take no any action (nor or permit any of its subsidiaries or VIEs Affiliates to take action) without the prior written consent of E-House Seller that could would reasonably be expected to result in any waiver of any Privilege that could be asserted by E-House Seller or any member of its subsidiaries or VIEs the Seller Group under applicable law Law and this Agreement. With respect to Privileged Information solely of Lejuthe AVS Business for which Acquiror has Liability or otherwise arising after the Closing Date, Leju shall Acquiror will have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House shall Seller will take no action (nor permit any of its subsidiaries or VIEs Affiliates to take action) without the prior written consent of Leju Acquiror that could would reasonably be expected to result in any waiver of any Privilege that could be asserted by Leju Acquiror or any of its subsidiaries or VIEs Affiliates under applicable law Law and this Agreement. The rights and obligations created by this Section 4.08 will apply to all Information as to which a Party or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (“Privileged Information”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Cooper-Standard Holdings Inc.)

Privileged Matters. (a) The Parties agree that their respective rights and obligations to maintain, preserve, assert assert, or waive any or all privileges belonging to each such Party or its subsidiaries or VIEs including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall be governed by the provisions of this Section 4.64.7. With respect to Privileged Information (as defined below) of E-HouseAMTD Parent, E-House AMTD Parent shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju AMTD International shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of E-House AMTD Parent that could result in any waiver of any Privilege that could be asserted by E-House AMTD Parent or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of LejuAMTD International, Leju AMTD International shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House AMTD Parent shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of Leju AMTD International that could result in any waiver of any Privilege that could be asserted by Leju AMTD International or any of its subsidiaries or VIEs under applicable law and this Agreement.

Appears in 1 contract

Samples: Master Transaction Agreement (AMTD International Inc.)

Privileged Matters. (a) The Parties agree that their respective rights and obligations to maintain, preserve, assert assert, or waive any or all privileges belonging to each such Party or its subsidiaries or VIEs including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall be governed by the provisions of this Section 4.64.7. With respect to Privileged Information (as defined below) of E-HouseAMTD Parent, E-House AMTD Parent shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju AMTD Digital shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of E-House AMTD Parent that could result in any waiver of any Privilege that could be asserted by E-House AMTD Parent or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of LejuAMTD Digital, Leju AMTD Digital shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House AMTD Parent shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of Leju AMTD Digital that could result in any waiver of any Privilege that could be asserted by Leju AMTD Digital or any of its subsidiaries or VIEs under applicable law and this Agreement.

Appears in 1 contract

Samples: Master Transaction Agreement (AMTD Digital Inc.)

Privileged Matters. (a) The Parties agree that their respective rights and obligations of the Parties to maintain, preserve, assert or waive any or all privileges belonging to each such either Party or its subsidiaries Subsidiaries with respect to the A&S Business or VIEs the other businesses of Fox, including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall will be governed by the provisions of this Section 4.65.4. With respect to Privileged Information (as defined below) of E-HouseFox, E-House shall Fox will have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju shall Newco will not take no any action (nor or permit any member of its subsidiaries or VIEs the Newco Group to take action) without the prior written consent of E-House Fox that could result in any waiver of any Privilege that could be asserted by E-House or any member of its subsidiaries or VIEs the Fox Group under applicable law Law and this Agreement. With respect to Privileged Information of LejuNewco arising after the Separation Time, Leju shall Newco will have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House shall Fox will take no action (nor or permit any member of its subsidiaries or VIEs the Fox Group to take action) without the prior written consent of Leju Newco that could result in any waiver of any Privilege that could be asserted by Leju or any member of its subsidiaries or VIEs the Newco Group under applicable law Law and this Agreement. The rights and obligations created by this Section 5.4 will apply to all Information as to which a Party or its respective Groups would be entitled to assert, or has asserted, a Privilege without regard to the effect, if any, of the Transactions (“Privileged Information”).

Appears in 1 contract

Samples: Separation and Distribution Agreement (Altra Industrial Motion Corp.)

Privileged Matters. (a) The Parties agree that their respective rights and obligations of the Parties to maintain, preserve, assert or waive any or all privileges belonging to each such either Party or its subsidiaries Subsidiaries with respect to the Communications Business or VIEs the other businesses of Xxxxxxx, including but not limited to the attorney-client and work product privileges (collectively, “Privileges”), shall will be governed by the provisions of this Section 4.65.03. With respect to Privileged Information (as defined below) of E-HouseXxxxxxx, E-House shall Xxxxxxx will have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Leju shall Newco will not take no any action (nor or permit any member of its subsidiaries or VIEs the Newco Group to take action) without the prior written consent of E-House Xxxxxxx that could result in any waiver of any Privilege that could be asserted by E-House or any member of its subsidiaries or VIEs the Xxxxxxx Group under applicable law Law and this Agreement. With respect to Privileged Information of LejuNewco arising after the Separation Time, Leju shall Newco will have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and E-House shall Xxxxxxx will take no action (nor permit any member of its subsidiaries or VIEs the Xxxxxxx Group to take action) without the prior written consent of Leju Newco that could result in any waiver of any Privilege that could be asserted by Leju or any member of its subsidiaries or VIEs the Newco Group under applicable law Law and this Agreement. The rights and obligations created by this Section 5.03 will apply to all Information as to which a Party or its respective Groups would be entitled to assert, or has asserted, a Privilege without regard to the effect, if any, of the Transactions (“Privileged Information”).

Appears in 1 contract

Samples: Separation and Distribution Agreement (Netscout Systems Inc)

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